SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CARTER DAVID WARREN

(Last)

(First)

(Middle)

68 ELM STREET

(Street)

HOPKINTON

01748

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CALIPER LIFE SCIENCES INC [ CALP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/09/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/11/2006

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/09/2006		J		112,090	A⁽¹⁾	$0.00	112,090	D
Common Stock	08/09/2006		J		60,335	A⁽¹⁾	$0.00	60,335	I	By Trust⁽²⁾
Common Stock	08/09/2006		J		37,978	A⁽¹⁾	$0.00	37,978	I	By Trust⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right to buy)	$4.25	08/10/2006		A		25,000		08/10/2006⁽⁴⁾	08/10/2016	Common Stock	25,000	$4.25	25,000	D
Common Stock Warrant (right to buy)⁽⁵⁾	$3.64	08/09/2006		J		4,813		04/30/2003	04/30/2013	Common Stock	4,813	$3.64	4,813	D
Common Stock Warrant (right to buy)⁽¹⁾	$6.79	08/09/2006		J		43,523		08/09/2006	08/09/2011	Common Stock	43,523	$6.79	43,523	D
Common Stock Warrant (right to buy)⁽¹⁾	$6.79	08/09/2006		J		23,428		08/09/2006	08/09/2011	Common Stock	23,428	$6.79	23,428	I	By Trust⁽²⁾
Common Stock Warrant (right to buy)⁽¹⁾	$6.79	08/09/2006		J		14,746		08/09/2006	08/09/2011	Common Stock	14,746	$6.79	14,746	I	By Trust⁽³⁾

Explanation of Responses:

1. Acquired pursuant to an Agreement and Plan of Merger by and among the Issuer, Caliper Holdings Inc., a wholly owned subsidiary of the Issuer, and Xenogen Corporation (the "Merger"), dated as of February 10, 2006. Each stockholder of Xenogen received .5792 shares of Caliper Common Stock, having a market value on August 9, 2006, the closing date of the Merger, of $4.25 (the closing sale price of Calipr Common Stock on the closing date) per share on the effective date of the Merger and a Warrant to purchase .2249 of a share of Caliper Common Stock. The Warrants are exercisable through August 9, 2011.

2. David W. Carter TR, The Survivor's Trustor's Share, UA 05/06/96

3. The Carter's Descendents Trust

4. The option shares vest monthly over five (5) years from the date of grant (08/10/2006.)

5. Represents Xenogen Warrants assumed by Caliper in connection with the Merger on August 9, 2006. Upon exercise of the Xenogen warrant, if on or prior to August 9, 2011, Mr. Carter will receive 2,787 shares (.5792 exchange ratio) of Caliper Common Stock and 1,082 (.2249 exchange ratio) Warrants to purchase Caliper Common Stock at $6.79 per share (which expire on August 9, 2011). If the Xenogen Warrant is exercised after August 9, 2011, Mr. Carter will receive only the 2,787 shares of Caliper Common Stock.

Remarks:

	/s/ Peter F. McAree Attorney-in-Fact	12/18/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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